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Articles of association:
The articles of association cannot absolve the auditors from any obligation imposed upon them by the statute.... Under the statute the members of the company are entitled to have the safeguard of an expression of opinion of the auditors to the effect, first, that the balance sheet and which is properly drawn up so as to exhibit a true and correct view of the state of the company's affairs.
The words "as shown by the books of the company" seem to me to be introduced to relieve the auditors from any responsibility as to affairs of the company kept out of the books and concealed from them there, but still not to confine it to a mere statement of the correspondence of the balance sheet with entries in the books. A full and fair balance sheet must be such a balance sheet as to convey any known causes of weakness in the financial position, or suggest anything which cannot be supported as fairly correct in a business point of view."
Explanatory statement - mergers and winding up: It is also necessary that the members or creditors who are to vote on the scheme should be able to understand its full effects.
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